1a
These terms and conditions shall apply to all agreements made between R.S.R Group companies (the Vendor) of the purchaser. Acceptance by the vendor of the Purchaser’s order is conditional upon acceptance by the Purchaser of these conditions which override all other terms or conditions inconsistent therewith, whether the same are expressed, implied or otherwise.

1b
Any variation of these conditions shall only be binding upon the vendor if specifically agreed by the Vendor in writing. Any stipulation or condition set out in a Purchaser’s Order Form or otherwise shall be deemed to be inapplicable if it is inconsistent with the terms herein.

2
Prices are subject to alteration without notice and goods will be invoiced at the prices ruling at the date of dispatch.

3
Prices are quoted exclusive of VAT, which will be charged extra in accordance with the rate due to HM Customs and Excise at the appropriate tax point.

4
Prices are ex works cash. Where credit terms have been expressly agreed, payment is due by the 30th day of the month following that in which the goods are dispatched.

5a
Risk I the goods shall pass to the Purchaser on delivery of the goods to the Purchaser.

5b
(1) Property in the goods shall not pass to the Purchaser but shall remain vested in the Vendor who shall retain the beneficial and legal ownership of goods until all monies due from the Purchaser in respect of this or any other contract shall have been paid.
(2) The Purchaser shall as security for all monies due to the Vendor from the Purchaser hold the Vendor’s goods as the Vendor’s agent or Bailee.
(3) The Purchaser shall be entitled with the Vendor’s consent to sell the goods to a third party if done in the ordinary course of the Purchaser’s business, and shall hold the gross proceeds of any such resale in trust for the Vendor.
(4) The Purchaser hereby grants to the Vendor the right to enter upon the Purchaser’s Premises for the purpose of repossessing the Vendor’s goods in the event that the Purchaser fails to make payment of all or any monies due to the Vendor.
(5) The purchaser agrees that so long as any monies remain due to the Vendor, it will store the Vendor’s goods separately from the goods belonging to any other persons so that the Vendor’s goods are readily identifiable.

6a
The Vendor will normally make no charge for carriage to a destination within the area served by the Vendors transport. The Vendor will charge for carriage to destinations outside that area, where the Purchaser demands special arrangements. Or where delivery is demanded outside normal working hours.

6b
Where special packaging is necessary, the Vendor will charge for the same at cost. Bags and cartons used by the Vendor for packing are not returned. The Vendor will charge for all pallets and crates used for packing but will credit the sums charged if such pallets and crates are redelivered by the Purchaser at the Purchasers cost within 30 days of the delivery to the Purchaser.

7a
Delivery Dates are estimated only and the time of delivery shall not be the essence of the contract. The Vendor shall not in the event be liable to compensate the Purchaser in damages or otherwise for any non-delivery or late delivery of goods or for any loss consequential or otherwise arising from thereform.

7b
The Vendor shall not be liable to the Purchaser for any claim in respect of or arising from the loss of any consignment unless the Purchaser advises the Vendor of such loss within 14 days after the receipt by the Purchaser of the Vendor’s advice of dispatch.

7c
The Vendor shall not be liable to the Purchaser for any claim, in respect of or arising from the partial loss of any consignment, unless the Purchaser advises the Vendor of such loss within 3 days after the delivery of the goods first having endorsed the carrier’s receipt, that the goods have been accepted unexamined.

7d
The Purchaser shall inspect the goods immediately on delivery thereof and shall within seven days from such delivery give notice in writing to the vendor of any matter or thing by reason whereof the Purchaser may allege that the goods are not in accordance with the contract. If the Purchaser shall fail to give such notice the said goods shall be deemed to be I all respects in accordance with the contract and the Purchaser shall be deemed to have accepted the goods accordingly and shall be bound to pay the price thereof.

7e
Where any consignment, or part of any consignment is lost or where the Purchaser alleges any goods to be defective, such loss or partial loss or defects shall not form the subject of any claims against the vendor, arising out of any work done by the Purchaser, or of any claims for any loss damage cost or expense arising directly or indirectly from the said alleged defects.

8
No warranties as to the suitability of the goods for any purpose whatsoever or as to the merchant or as to the merchantable quality of the goods are made or implied. If the Vendor accepts the return of any goods, which it has agreed, are defective, it shall remain a matter for the Vendor’s discretion whether to replace the defective goods so far as may be practicalable to the Purchaser for the defective goods. The Vendor will not be liable to the Purchaser for any consequential loss, damage or injury however caused suffered by the Purchaser or any other party arising directly or indirectly from the supply of goods by the Vendor to the Purchaser.

9
The Purchaser will indemnify the Vendor against any claim whatsoever for damages and cost and against any other loss resulting from the vendor being held liable for any infringement of patent rights, trade marks, copyright or registered designs consequent upon the Vendor’s compliance with the Purchaser’s express or implied instructions.

10
The Vendor will not accept cancellation of any goods once production of the goods has been commenced.

11
Where there is a Schedule Order calling for delivery to be made at specified times over a specified period, that shall constitute unqualified authority to the Vendor to manufacture the entire quantity of goods so ordered, and this quantity shall be accepted, in full by the Purchaser during the period specified. Should the Purchaser fail to pay for any part consignment when payment becomes due then the whole outstanding balance of monies due in respect of the total number of goods to be supplied under the contract shall become due for immediate payment.

12
Where the vendor supplies part quantities against any order, the Purchaser shall accept and pay for such quantities.

13
The Vendor reserves the right to supply 10% more or less than the quantity ordered of any specially manufactured items, and to charge for the quantity supplied.

14
The Vendor reserves the right to terminate the contract in the event that the Purchaser comes to an arrangement with any of its creditors, or if an Administrator or receiver is appointed, or if winding-up proceedings are initiated.

15
Every contract to which these conditions apply shall be submitted to the jurisdiction of the English Courts of Law.